NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION
(IN WHOLE OR IN PART) IN, INTO OR FROM ANY RESTRICTED
JURISDICTION
Activision Blizzard, Inc. (Nasdaq: ATVI) announced today that,
in relation to the Company’s proposed acquisition of King Digital
Entertainment plc, previously announced on November 2, 2015, the
Company today received clearance under the EU Merger Regulation
from the European Commission, meaning that the Condition relating
to European Commission clearance has now been satisfied.
Completion of the Acquisition remains subject to the
satisfaction or (if capable of waiver) waiver of the remaining
Conditions to the Acquisition set out in the scheme circular
relating to the Acquisition (the “Scheme Document”) which
was despatched to King’s shareholders on November 30, 2015 and, as
previously announced, approved by shareholders on January 12, 2016.
These Conditions include the sanction of the Scheme by the High
Court of Ireland at the hearing to be held on February 18, 2016.
The expected indicative timetable of principal events for the
implementation of the Acquisition is set out in the Scheme Document
and the Scheme is expected to take effect on February 23, 2016.
Unless otherwise defined herein, capitalised terms and
expressions used in this Announcement shall have the meanings given
to them in the Scheme Document.
Responsibility for this Announcement
The directors of Activision Blizzard, Inc. and the sole manager
of ABS Partners I, LLC (in its capacity as the general partner of
ABS Partners C.V., a wholly-owned subsidiary of Activision
Blizzard, Inc. formed for the purpose of acquiring King Digital
Entertainment plc) accept responsibility for the information
contained in this Announcement. To the best of the knowledge and
belief of the directors of Activision Blizzard, Inc. and the sole
manager of ABS Partners I, LLC (in its capacity as the general
partner of ABS Partners C.V.) (who have taken all reasonable care
to ensure that such is the case), the information contained in this
Announcement is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Disclosure Requirements for Certain Holders of King Digital
Entertainment plc Securities
Under the provisions of Rule 8.3 of the Irish Takeover Rules, if
any person is, or becomes, “interested” (directly or indirectly)
in, 1% or more of any class of “relevant securities” of King
Digital Entertainment plc, all “dealings” in any “relevant
securities” of King Digital Entertainment plc (including by means
of an option in respect of, or a derivative referenced to, any such
“relevant securities”) must be publicly disclosed by not later than
3:30 pm ET/New York time on the “business day” following the date
of the relevant transaction. This requirement will continue until
the offer period ends. If two or more persons co-operate on the
basis of any agreement, either express or tacit, either oral or
written, to acquire an “interest” in “relevant securities” of King
Digital Entertainment plc, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Irish Takeover Rules.
Under the provisions of Rule 8.1 of the Irish Takeover Rules,
all “dealings” in “relevant securities” of King Digital
Entertainment plc by Activision Blizzard, Inc. or ABS Partners C.V.
or by any party acting in concert with it, must also be disclosed
by no later than 12 noon ET/New York time on the “business” day
following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose
“relevant securities” “dealings” should be disclosed, can be found
on the Irish Takeover Panel’s website at
www.irishtakeoverpanel.ie.
“Interests in securities” arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be treated
as having an “interest” by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks are defined in the Irish Takeover
Rules, which can also be found on the Irish Takeover Panel's
website.
If you are in any doubt as to whether or not you are required to
disclose a dealing under Rule 8, please consult the Irish Takeover
Panel's website at www.irishtakeoverpanel.ie or contact the Irish
Takeover Panel on telephone number +353 1 678 9020 or fax number
+353 1 678 9289.
Further Information
This Announcement is not intended to, and does not, constitute
an offer to purchase, sell, subscribe for or exchange, or the
solicitation of an offer to purchase, sell, subscribe for or
exchange or an invitation to purchase, sell, subscribe for or
exchange any securities or the solicitation of any vote or approval
in any jurisdiction pursuant to the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. This Announcement
does not constitute a prospectus or an equivalent document and it
is not intended to, and does not, constitute or form any part of an
offer or invitation to sell or purchase or subscribe for any
securities or a solicitation of an offer to buy any securities or
the solicitation of any vote or approval in any jurisdiction
pursuant to the Acquisition or otherwise.
The release, publication or distribution of this Announcement in
or into certain jurisdictions may be restricted by the laws of
those jurisdictions, including any Restricted Jurisdictions.
Accordingly, copies of this Announcement and all other documents
relating to the Acquisition are not being, and must not be,
released, published, mailed or otherwise forwarded, distributed or
sent in, into or from any Restricted Jurisdiction. Persons
receiving such documents (including, without limitation, nominees,
trustees and custodians) should observe these restrictions. Failure
to do so may constitute a violation of the securities laws of any
such jurisdiction. To the fullest extent permitted by applicable
law, the companies involved in the Acquisition disclaim any
responsibility or liability for the violations of any such
restrictions by any person.
This Announcement has been prepared for the purposes of
complying with Irish law and the Irish Takeover Rules and the
information disclosed may not be the same as that which would have
been disclosed if this Announcement had been prepared in accordance
with the laws and regulations of any jurisdiction outside
Ireland.
Publication on Website
A copy of this Announcement will be made available by Activision
Blizzard free of charge, subject to certain restrictions relating
to persons in restricted jurisdictions, on activisionblizzard.acquisitionoffer.com by no
later than 12 noon ET/New York time on February 15, 2016.
RNS Number: 9878O
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160212005596/en/
Activision BlizzardAmrita Ahuja, +1 310-255-2075SVP, Investor
RelationsAmrita.Ahuja@ActivisionBlizzard.com
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